Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment by the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows: (i) The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the Date of Termination, and you shall receive all other amounts to which you are entitled under any compensation or benefit plan of the Company, at the time such payments are due. (ii) At the time specified in Section 3(d) hereof, the Company shall pay you, in lieu of any further salary, bonus or severance payments for periods subsequent to the Date of Termination, a lump sum amount in cash equal to the sum of: (A) (i) your average bonus for the three prior full calendar years of employment with the Company (or such lesser number of full calendar years during which you were employed by the Company), times (ii) the number of days in the calendar year through the Date of Termination, divided by (iii) 365; and (B) the greater of 100 percent of (i) your annual base salary in effect immediately prior to the Change in Control of the Company or (ii) your annual base salary in effect at the time Notice of Termination is given. (iii) For purposes of determining the vesting of any awards made to you under the Company’s 2000 Stock Incentive Plan, as well as any unvested shares of Company Stock you acquired pursuant to any awards made under that plan, you shall be treated as if you had completed an additional 12 m...

Termination by the Company Without Cause or by You for Good Reason. If, during the Term, the Company terminates your employment without Cause or you terminate your employment for Good Reason (as defined below), in either such case, other than within 24 months after a Change in Control (which is covered by Subsection (f) below), you shall be entitled to receive from the Company, subject to your continued compliance with the restrictive covenants contained in Section 6 hereof and your execution and non-revocation of a release of claims substantially in the form attached hereto as Annex A, (i) the Accrued Obligations payable within 15 days after the date of termination (or, in the case of the prior year’s Annual Bonus, at such time such bonus is payable pursuant hereto), (ii) an additional 12 months of your then current Base Salary, payable in equal monthly installments beginning with the first payroll date after the date on which the release of claims becomes effective and can no longer be revoked, and (iii) a pro rata portion of the Annual Bonus, if any, for the year of termination up to and including the date of termination which shall be determined in good faith by the Compensation Committee of the Board and paid at such time as such bonus is payable pursuant hereto.

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Termination by the Company Without Cause or by You for Good Reason. If the Company terminates your employment without Cause or you terminate your employment for Good Reason at any time: (i) You shall be entitled to receive the Accrued Obligations; (ii) For a 12-month period following the date of termination, you shall be entitled to receive (x) continued payment of your base salary, as in effect on the date of termination, no less frequently than monthly; i. You shall be paid an amount equal to the product of the annual incentive bonus you would have received had you remained employed on the last day of the calendar year during which the employment termination occurred multiplied by the percentage of days during such year during which you were employed, such amount to be paid at the same time as the annual incentive bonus would have been paid to you if you had remained employed on the applicable payment date for such annual incentive bonus; (iii) During the 12-month period following the date of termination and provided you elect health insurance continuation coverage in accordance with the mandates of COBRA, the Company shall arrange to pay for such coverage for you at the same rate as it pays for its active employees; provided, that the Company shall not provide any benefit otherwise receivable by you pursuant to this Section 11(B)(iv) to the extent that a similar benefit is actually received by you from a subsequent employer during such period, and any such benefit actually received by you shall be reported to the Company; and, provided further, that this paragraph (iv) shall not extend your period of COBRA entitlement beyond that mandated by law; and (iv) all options to purchase Company common stock and restricted stock grants then held by you shall become immediately vested and exercisable to the extent provided in the applicable option or restricted stock grant plan. In the event of any breach of or failure to comply with Section 7 of this Agreement, the Company’s obligations under Sections 11(B)(ii), 11(B)(iii) and 11(B)(iv) shall terminate, this being in addition to any other remedy to which SITEL is entitled at law or in equity.

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Termination by the Company Without Cause or by You for Good Reason. This Agreement shall terminate at the election of the Company, without Cause, at any time upon 30 days prior written notice by the Company to you or by you for Good Reason (as defined herein).

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Termination by the Company Without Cause or by You for Good Reason. In the event that the Company terminates your employment without Cause or you terminate your employment for Good Reason, in each case, in accordance with the provisions of Section 3(a)(iv) or 3(a)(vi) hereof (but not for any other reason, including without limitation under Sections 3(a)(i), (ii), (iii), or (v)) and conditioned on your compliance with this Agreement during the Notice Period, then in addition to the amounts you have received during the Notice Period and any other amounts provided in Section 4(a), but subject to your timely satisfaction of the condition precedent in Section 4(g) below, the following will be provided to you following the termination of the Notice Period: (i) You will be paid a lump sum amount equal to six (6) months Base Salary at the rate in effect immediately prior to said termination, to be paid no later than sixty (60) days following your termination; (ii) With respect to the Annual Bonus for the calendar year prior to the calendar year in which your termination occurs, you will be excused from the requirement in Section 2(b) that you must be actively employed with the Company on the date of disbursement in order to receive the Annual Bonus and such Annual Bonus will be paid during the period set forth in Section 2(b) above; (iii) You will be paid an amount equal to 65% of the Annual Bonus that you would have been entitled to receive for the calendar year in which your termination occurs, calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; (iv) You will be paid a pro-rata portion of your Annual Bonus that you would have been entitled to receive for the calendar year in which your termination occurs, based on the number of days you were employed by the Parent Group during such year and calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; (v) You will be paid an amount equal to premiums you would have paid if you had elected COBRA under the Company group health, dental and vision plans, as applicable, at the same level of coverage as you had immediately prior to your termination, for the six (6) month period following your termination. Such payment shall be paid in a lump sum no later than sixty (60) days following your termination; and (vi) For so long as you shall remain in full compliance with the obligations set forth in Sections 7, 8, 9 and 10 below, and conditioned on such continued...

Termination by the Company Without Cause or by You for Good Reason. If your employment is terminated by the Company without Cause (other than due to your Disability (as defined below)) or by you for Good Reason, you will be entitled to any Accrued Obligations and, subject to your execution of a general release of claims in the form provided by the Company and such release becoming effective and irrevocable within 60 days after the date your employment terminates, you will also (a) be entitled to receive a lump sum payment equal (before deductions required by law) to the product of (x) and (y), where (x) is the sum of your annual base salary and target short-term cash annual incentive opportunity at the time of termination and (y) is 2, if the termination does not occur on, or within 24 months after, the date of a “Change in Control” (as defined below) (a “Non-CIC Termination”) or 3, if the termination occurs on, or within the 24 months after, the date of a “Change in Control” (as defined below) (a “CIC Termination”), and (b) all of your outstanding equity awards that vest based solely on continued service will vest as of the date of termination, and all of your outstanding equity awards that vest based on achievement of performance conditions will vest either (x) pro rata, in the case of a Non-CIC Termination, or (y) in full at the target level, in the case of a CIC Termination. If your equity awards vest on a pro rata basis, the amount that vests will be determined by multiplying the ratio of actual months of employment during the performance period to the full number of months in the performance period, by the percentage of the award that is earned, based on actual performance achieved over the full performance period, with any such performance-based awards that are earned settled following completion of the applicable performance period on the normal schedule of distributions to plan participants. For clarity, a termination by the Company due to your “Disability” (as defined below) will not be treated as a termination by the Company without Cause.

Termination by the Company Without Cause or by You for Good Reason. If, during the Term, the Company terminates your employment without Cause or you terminate your employment for Good Reason (as defined below), you shall be entitled to receive from the Company, subject to your continued compliance with the restrictive covenants contained in Section 6 hereof and, in the case of subparagraphs (ii) and (iii) of this paragraph your execution and non-revocation of a release of claims substantially in the form attached hereto as Annex A, which release in any case must be effective and non-revocable by no later than 60 days after the date of termination, (i) the Accrued Obligations payable within 15 days after the date of termination (or, in the case of the prior year’s Annual Bonus, at such time such bonus is payable pursuant hereto), (ii) an additional 12 months of your then current Base Salary, payable in equal monthly installments beginning with the first payroll date after the date on which the release of claims becomes effective and can no longer be revoked, and (iii) a pro rata portion of the Annual Bonus, if any, for the year of termination up to and including the date of termination which shall be determined in good faith by the Compensation Committee of the Board and paid at such time as such bonus is payable pursuant hereto.

Termination by the Company Without Cause or by You for Good Reason. If during the Protected Period your employment by the Company is terminated by the Company without Cause or by you for Good Reason, you shall be entitled to the compensation and benefits described in this Section 3(b). If your employment

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